POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND
APPOINTS EACH OF HARLAN M. HATFIELD AND D. KERRY STUBBS, SIGNING SINGLY, THE
UNDERSIGNED'S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:

         (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of HEADWATERS INCORPORATED (the
"Company"), Forms 3, 4, and 5 (including amendments thereto) with respect to
securities of the Company in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder (the "Exchange Act");

         (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 (or amendment thereto), and timely file such form with the
United States Securities and Exchange Commission and any stock exchange or
similar authority; and

         (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act, and that this Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under the Exchange Act. The undersigned further acknowledges that
this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 10th day of November, 2004.



                                                     /s/ Michael Lewis
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                                                      Signature



                                                      Michael Lewis
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                                                      Print Name